0000950152-05-005768 Sample Contracts

14,062,500 Shares DSW Inc. Class A Common Shares UNDERWRITING AGREEMENT
Letter Agreement • July 5th, 2005 • Retail Ventures Inc • Retail-variety stores • New York

Lehman Brothers Inc . Goldman, Sachs & Co. CIBC World Markets Corp. Johnson Rice & Company, L.L.C. As Representatives of the several Underwriters named in Schedule 1,

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